Exhibit
      4.4

    


    HILL
      INTERNATIONAL, INC.

    EMPLOYEE
      STOCK PURCHASE PLAN


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    HILL
      INTERNATIONAL, INC.

    EMPLOYEE
      STOCK PURCHASE PLAN

    


    TABLE
      OF CONTENTS

    


    
      	
              1.

            	
              Purpose

            	
              1

            
	 	 	 
	
              2.

            	
              Definitions

            	
              1

            
	 	 	 
	
              3.

            	
              Eligibility
                and Participation

            	
              2

            
	 	 	 
	
              4.

            	
              Grant
                of Right to Purchase and Purchase Price

            	
              2

            
	 	 	 
	
              5.

            	
              Purchase
                and Delivery

            	
              3

            
	 	 	 
	
              6.

            	
              Stock
                Subject to ESPP

            	
              3

            
	 	 	 
	
              7.

            	
              Administration

            	
              4

            
	 	 	 
	
              8.

            	
              Transferability

            	
              4

            
	 	 	 
	
              9.

            	
              Adjustments
                Upon Changes in Capitalization

            	
              4

            
	 	 	 
	
              10.

            	
              Conditions
                Upon Issuance of Shares

            	
              4

            
	 	 	 
	
              11.

            	
              Legends

            	
              5

            
	 	 	 
	
              12.

            	
              Amendment
                or Termination

            	
              5

            
	 	 	 
	
              13.

            	
              Notices

            	
              5

            
	 	 	 
	
              14.

            	
              No
                Contract

            	
              5

            
	 	 	 
	
              15.

            	
              Headings
                and Construction

            	
              5

            
	 	 	 
	
              16.

            	
              Approval
                of Stockholders

            	
              5

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    HILL
      INTERNATIONAL, INC.

    EMPLOYEE
      STOCK PURCHASE PLAN

    


    1. Purpose.
      The
      purpose of the Hill International, Inc. Employee Stock Purchase Plan (the
“ESPP”) is to provide employees of Hill International, Inc., a Delaware
      corporation (the “Company”), with an opportunity to be compensated through the
      benefits of stock ownership and to acquire an interest in the Company through
      the purchase of common stock of the Company (“Common Stock”). The Company
      intends the ESPP to qualify as an employee stock purchase plan under Section
      423
      of the Internal Revenue Code. Accordingly, the provisions of the ESPP shall
      be
      construed so as to extend and limit participation in a manner consistent with
      the requirements of Section 423. 

    


    2. Definitions.

    


    
      
        (a)
          “Board
          of Directors”
means
          the board of directors of the Company.

      

    

     

    (b) “Code”
means
      the Internal Revenue Code of 1986, as amended.

    


    (c) “Compensation”
shall
      mean all regular gross wages exclusive of commissions, overtime, shift premium,
      incentive compensation, incentive payments, bonuses and other compensation;
      except as the Company may otherwise determine from time to time pursuant to
      rules uniformly applied.

    


    (d) “Designated
      Subsidiaries”
shall
      mean the Subsidiaries which have been designated by the Board of Directors
      from
      time to time in its sole discretion as eligible to participate in the
      ESPP.

    


    (e) “Eligible
      Employee”
means
      any Employee of the Company or a Designated Subsidiary, excluding: 

    


    (1) any
      Employee who customarily is employed for twenty (20) hours per week or less;
      

    


    (2) any
      Employee who would own (immediately after the grant of an option under the
      ESPP
      and applying the rules of Code Section 424(d) in determining stock ownership)
      shares, and/or hold outstanding options to purchase shares, possessing five
      percent (5%) or more of the total combined voting power or value of all classes
      of shares of the Company or of any Parent or Subsidiary; 

    


    (3) any
      employee who has been employed for a minimum of 90 days as of a Purchase Date
      or
      any lesser or greater minimum employment period not to exceed two years that
      is
      established by the Plan Administrator; and

    


    (4) if
      established by the Plan Administrator, any Employee who customarily is employed
      for five (5) months or less.

    


    
      
        
        

      

      
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    If
      the
      Company permits any employee of a Designated Subsidiary to participate in the
      ESPP, then all employees of that Designated Subsidiary who meet the foregoing
      requirements shall also be considered Eligible Employees.

    


    (f) “Employee”
means
      any common law employee employed by the Company or a Subsidiary.

    


    (g) “Parent”
means
      a
      corporation (other than the Company) in an unbroken chain of corporations ending
      with the Company if, at the time of the granting of the option hereunder, each
      of the corporations other than the Company owns stock possessing fifty percent
      (50%) or more of the total combined voting power of all classes of stock in
      one
      of the other corporations in such chain.

    


    (h) “Participant”
means
      an Eligible Employee who participates in the ESPP pursuant to Paragraph
      3.

    


    (i) Plan
      Administrator”
means
      the Company’s Board of Directors or any Board appointed committee, or by one or
      more executive officers designated by the Board or the committee.

    


    (j) “Purchase
      Date”
means
      the day a Participant in the ESPP gives notice to the Company of his election
      to
      purchases shares of the Common Stock.

    


    (k) “Subsidiary”
means
      a
      corporation (other than the Company) in an unbroken chain of corporations
      beginning with the Company if, at the time of the granting of the option
      hereunder, each of the corporations other than the last corporation in the
      unbroken chain owns stock possessing fifty percent (50%) or more of the total
      combined voting power of all classes of stock in one of the other corporations
      in such chain.

    


    3. Eligibility
      and Participation.

    


    (a) Any
      person who has been an Eligible Employee at least ninety (90) days shall be
      eligible to become a Participant in the ESPP.

    


    (b) A
      person
      shall cease to be an active Participant three (3) months after the date of
      a
      termination of employment from the Company and all Designated Subsidiaries,
      for
      any reason other than for cause. If such person’s employment has been terminated
      for cause, he shall cease to be an active Participant on the date of such
      termination. The Board of Directors shall determine, in its sole discretion,
      and
      on a case by case basis, whether any Participant’s employment has been
      terminated for cause. 

    


    4. Grant
      of Right to Purchase and Purchase Price.

    


    (a) A
      Participant is granted a right to purchase a whole number of shares at
      eighty-five percent (85%) of the fair market value of the Common Stock on the
      Purchase Date.

     

    
      
        
        

      

      
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    (b) Notwithstanding
      the preceding subparagraph or any other provisions of the ESPP, and
      notwithstanding that fact that, in effect, a new option to purchase Common
      Stock is granted each day under the ESPP to replace the option issued the
      preceding day, the aggregate amount of shares which any Participant may purchase
      in respect of each calendar year pursuant to all options granted to such
      Participant under the ESPP throughout such calendar year may not exceed in
      value
      (determined at the time the shares are purchased), the amount of
      $25,000.

    


    (c) For
      purposes of the preceding subparagraphs, the fair market value of a share of
      Common Stock on the Purchase Date shall be determined as of each such date,
      or
      the most immediately preceding business day with respect to which the
      information required in the following clauses is available, as follows:


    


    (1) If
      the
      Common Stock is admitted to trading on any established national stock exchange
      or market system on the date in question then the fair market value of a share
      of Common Stock shall be equal to the closing sales price for such shares as
      quoted on such national exchange or system on such date; or; 

    


    (2) if
      the
      Common Stock is admitted to quotation or is regularly quoted by a recognized
      securities dealer but selling prices are not reported on the date in question,
      then the fair market value shall be equal to the mean between the bid and asked
      prices of the Common Stock reported for such date; 

    


    (3) if
      there
      are no such closing bid and asked prices, the average of the closing bid and
      asked prices as reported by any other commercial service.

    


    In
      each
      case, the applicable price shall be the price reported in such source as the
      Board deems reliable; provided, however, that if there is no such reported
      price
      for the Common Stock for the date in question, then the fair market value shall
      be equal to the price reported on the last preceding date for which such price
      exists. If neither (1), (2) or (3) is applicable, then the fair market
      value shall be determined by the Board in good faith on such basis as it deems
      appropriate.

    


    5. Purchase
      and Delivery.
      Shares
      shall not be delivered unless and until payment in full of the purchase price
      actually has been received by the Company. No election to purchase shares under
      the ESPP shall be valid unless such full payment is received by the Company
      within seven calendar days after notice of the employee’s election to purchase
      such shares is received by the Company. As soon as administratively feasible
      after receipt of the purchase price, the Company shall deliver to the
      Participant the shares of Common Stock purchased through participation in the
      ESPP. The cost of any disposition of shares of Common Stock acquired through
      participation in the ESPP shall be the sole responsibility of the
      Participant.

    


    6. Stock
      Subject to ESPP.

    


    (a) The
      shares of Common Stock to be sold to Participants under the ESPP may, at the
      election of the Company, be either treasury shares or shares originally issued
      for such purpose. The maximum number of shares made available for sale under
      the
      ESPP shall be 2,000,000 shares, subject to adjustment upon changes in
      capitalization of the Company as provided in Paragraph 9. 

     

    
      
        
        

      

      
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    (b) A
      Participant will have no interest in shares until a certificate for such shares
      is issued.

    


    (c) Shares
      to
      be delivered to a Participant under the ESPP will be registered in the name
      of
      the Participant, or if so directed by the Participant and if permissible under
      applicable law, in the names of the Participant and one other person designated
      by the Participant, as joint tenants with rights of survivorship.

    


    (d) Shares
      of
      Common Stock purchased under the terms of the ESPP may not be sold for a period
      of ninety (90) days following the Purchase Date. 

    


    7. Administration.
      The Plan
      Administrator shall have full and conclusive authority to interpret the ESPP;
      to
      prescribe, amend and rescind rules and regulations relating to the ESPP; and
      to
      make all other determinations necessary or advisable for the proper
      administration of the ESPP, so long as such interpretation, administration
      or
      application regarding purchases corresponds to the requirements of Code Section
      423.  The Plan Administrator’s decisions shall be final and binding. The
      Plan Administrator may delegate the duty to perform administrative functions
      under the ESPP.

    


    8. Transferability.
      No
      rights to acquire shares under the ESPP may be assigned, transferred or pledged
      in any way by the Participant.

    


    9. Adjustments
      Upon Changes in Capitalization.

    


    (a) In
      the
      event that the outstanding shares of Common Stock of the Company are hereafter
      increased or decreased or changed into or exchanged for a different number
      or
      kind of shares or other securities of the Company by reason of a
      recapitalization, reclassification, stock split, combination of shares, or
      dividend payable in shares of Common Stock, an appropriate adjustment shall
      be
      made by the Plan Administrator to the number and kind of shares available for
      the ESPP, and to the maximum number of shares purchasable, as specified under
      Paragraph 6(a). No fractional shares shall be issued or optioned in making
      any
      such adjustments. All adjustments made by the Plan Administrator under this
      paragraph shall be conclusive.

    


    (b) The
      right
      to purchase Common Stock pursuant to the ESPP shall not affect in any way the
      right or power of the Company to make adjustments, reclassifications,
      reorganizations or changes of its capital or business structure or to merge
      or
      to consolidate or to dissolve, liquidate or sell, or transfer all or any part
      of
      its business or assets.

    


    (c) The
      Board
      of Directors shall be entitled to establish limitations or procedures as the
      Board of Directors determines in its sole discretion advisable which are
      consistent with the ESPP.

    


    10. Conditions
      Upon Issuance of Shares.
      Shares
      shall not be issued pursuant to the ESPP unless the issuance and delivery of
      such shares pursuant thereto shall comply with all applicable provisions of
      law,
      domestic or foreign, including without limitations, the Securities Act of 1933,
      as amended, the Securities Exchange Act of 1934, the rules and regulations
      promulgated thereunder, and the requirements of any stock exchange upon which
      the shares may then be listed, and shall be further subject to the approval
      of
      counsel for the Company with respect to such compliance.

     

    
      
        
        

      

      
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    As
      a
      condition to the purchase of Common Stock, the Company may require the
      Participant to represent and warrant at the time of any such purchase that
      the
      shares are being purchased only for investment and without any present intention
      to sell or distribute such shares if, in the opinion of counsel for the Company,
      such a representation is required by any of the aforementioned applicable
      provisions of law.

    


    11. Legends.
      The
      Company reserves the right to place an appropriate legend on any certificate
      representing shares of Common Stock issuable under the ESPP with any such legend
      reflecting restrictions on the transfer of the shares as may be necessary to
      reflect the terms of the ESPP, to assure the availability of applicable
      exemptions under federal and state securities laws, or both.

    


    12. Amendment
      or Termination. The
      Board
      of Directors at any time may amend or terminate the ESPP without shareholder
      approval; provided, however, that the Board of Directors may condition any
      amendment on the approval of the shareholders of the Company if such approval
      is
      necessary or advisable with respect to tax, securities or other applicable
      laws
      to which the Company, this ESPP, or Employees are subject. No amendment or
      termination of the ESPP shall adversely affect the rights of an Employee without
      his consent with respect to Common Stock previously acquired under the
      ESPP.

    


    13. Notices.
      All
      notices or other communications by a Participant to the Company under or in
      connection with the ESPP shall be deemed to have been duly given when received
      in the form specified by the Company at the location, or by the person,
      designated by the Company.

    


    14. No
      Contract.
      The ESPP
      shall not be deemed to constitute a contract between the Company or any
      Subsidiary and any Employee or to be a consideration or an inducement for the
      employment of any Employee. Nothing contained in the ESPP shall be deemed to
      give any Employee the right to be retained in the service of the Company or
      any
      Subsidiary or to interfere with the right of the Company or any Subsidiary
      to
      discharge any Employee at any time, regardless of the effect which such
      discharge shall have upon him or her as a Participant.

    


    15. Headings
      and Construction.
      The
      headings to Paragraphs in the ESPP have been included for convenience of
      reference only. The ESPP shall be interpreted and construed in accordance with
      the laws of the State of Delaware.

    


    16. Approval
      of Stockholders.
      The ESPP
      shall be submitted to the stockholders of the Company for their approval within
      twelve (12) months after the adoption of the ESPP by the Board of Directors.
      The
      ESPP is conditioned upon the approval of the stockholders of the Company, and
      failure to receive their approval shall render the ESPP void and of no
      effect.

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this ESPP to be executed as of this
      10th
      day of June, 2008.

    


    
      	
              HILL
                INTERNATIONAL, INC.

            
	 	 
	
              By:

            	 
	
              Title:

            	 


    


    
      
        
        

      

      
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